REG - Seraphim Space I.T. - Launch of Retail Offer

Seraphim Space Investment TrustAnnouncement

Mon 07:02

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RNS Number : 9221B  Seraphim Space Investment Trust PLC  27 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN ANY JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT
INTENDED TO BE INVESTMENT ADVICE.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA,JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY MEMBER STATE OF THE EEA.

 

27 April 2026

 

Seraphim Space Investment Trust plc

 

("SSIT" or the "Company")

 

Launch of Retail Offer

 

·      SSIT announces a conditional retail offer of new C Shares via
RetailBook (https://www.retailbook.com/) .

·      The Issue Price for the C Shares is £1.00 per C Share.

·      Investors can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms (subject to such
partners' participation).

·      Applications for C Shares through these partners can be made from
tax efficient savings vehicles such as ISAs or SIPPs, as well as General
Investment Accounts ("GIAs").

·      There is a minimum subscription of £250 per investor in the
Retail Offer.

·      No commission will be charged by RetailBook on applications to
the Retail Offer.

·      More information on how to apply in the Retail Offer, and access
to a retail flyer and management video, can be found here
(https://app.retailbook.com/offers/seraphim) .

·      UK investors that wish to receive alerts for future RetailBook
transactions should sign up here: https://www.retailbook.com/investors
(https://www.retailbook.com/investors) .

 

 

The Retail Offer

 

Seraphim Space Investment Trust plc is pleased to announce a conditional
retail offer of C Shares in the capital of the Company ("C Shares") via
RetailBook (the "Retail Offer") at an issue price of £1.00 per C Share (the
"Issue Price").

 

The Company is also conducting a conditional placing of C Shares to
institutional investors (the "Placing", together with the Retail Offer, the
"Issue") as announced by the Company earlier today. For the avoidance of
doubt, the Retail Offer is not part of the Placing.

 

The Issue is conditional on approval by the Company's shareholders at a
general meeting to be held on 6 May 2026 (the "General Meeting"); further
details are available in the circular published by the Company on 16 April
2026. The Issue is further conditional on the C Shares to be issued pursuant
to the Retail Offer and the Placing being admitted to the closed-ended
investment funds category of the Official List of the Financial Conduct
Authority (the "FCA") and admitted to trading on the main market for
listed securities of London Stock Exchange plc ("Admission"). Admission
is expected to take place at 8:00 a.m. on 12 May 2026.

 

The Retail Offer will not be completed without the Placing also being
completed.

 

The Company is expected to use the net proceeds of the Issue to continue its
strategy executed since IPO, exploiting SSIT's investment manager's position
in the global SpaceTech ecosystem to strengthen and expand SSIT's portfolio
through deployment into a pipeline of investment opportunities.

 

More information on how to apply in the Retail Offer, and access to a retail
flyer and management video, can be found here:
https://app.retailbook.com/offers/seraphim
(https://app.retailbook.com/offers/seraphim) .

 

The C Shares

 

The assets representing the net proceeds of the Issue will be accounted for
and managed as a distinct pool of assets until the C Shares are converted into
Ordinary Shares.

 

The Directors are proposing to adopt new articles of association of the
Company (the "Revised Articles") to amend the rights attaching to the C
Shares, principally to provide for relevant proportions of the C Shares to
convert into Ordinary Shares on a periodic basis based on the quarterly NAVs
as the proceeds of the Issue are invested. The Issue is conditional on
shareholder approval of the Revised Articles at the General Meeting.

 

The proposed conversions of the C Shares are to enable holders of C Shares to
access the Company's portfolio of assets attributable to the Ordinary Shares
in a timely manner as the proceeds of the Issue are invested, while at the
same time ensuring that existing holders of Ordinary Shares are not exposed to
a portfolio with a higher proportion of uninvested cash and reducing the
concentration risk of the portfolio associated with the Ordinary Shares. Each
periodic conversion is subject to a minimum amount of the proceeds of the
Issue having been invested.

 

Reason for the Retail Offer

 

The Company values its retail shareholder base and believes that it is in the
best interests of shareholders as well as wider stakeholders to provide retail
and other interested investors the opportunity to participate in the Issue
through the Retail Offer.

 

The Retail Offer is open to eligible investors resident and physically located
in the United Kingdom following release of this announcement. The Retail
Offer is expected to close at 12.00 p.m. on 6 May 2026 and may close earlier
at the discretion of the Company.

 

Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation. More information on RetailBook's participating partners can be
found here: https://app.retailbook.com/offers/seraphim
(https://app.retailbook.com/offers/seraphim) .

 

Applications for C Shares through participating partners can be made from tax
efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors
wishing to apply using their ISA, SIPP or GIA should contact their investment
platform, retail broker or wealth manager for details of their terms and
conditions, process and any relevant fees or charges.

 

Brokers wishing to offer their customers access to the Retail Offer and future
RetailBook transactions, should contact partners@retailbook.com
(mailto:partners@retailbook.com) . UK investors that wish to receive alerts
for future RetailBook transactions should sign up here:
https://www.retailbook.com/investors (https://www.retailbook.com/investors) .
 

 

Eligibility for the Retail Offer

 

The Retail Offer is available to new and existing shareholders of the Company.
To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating partner.

 

Eligible investors wishing to subscribe for C Shares should contact their
investment platform, retail broker or wealth manager to confirm if they are
participating in the Retail Offer.

 

Some partners
may only accept applications from existing shareholders and/or existing customers.

 

There is a minimum subscription of £250 per investor. The terms and
conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges. Note,
no commission will be charged to investors by RetailBook in connection with
the Retail Offer.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for C Shares and investment in the
Company carries a number of risks. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
C Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Enquiries

 

 Seraphim Space Manager LLP                                    (via SEC Newgate)

 Mark Boggett, CEO / James Bruegger, CIO / Rob DDesborough,
 GP

 Retail Book Limited                                          c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                                            (mailto:capitalmarkets@retailbook.com) @retailbook.com
 Mike Ward / James Deal                                       (mailto:capitalmarkets@retailbook.com)

 SEC Newgate (Communications advisers)                        seraphim@secnewgate.co.uk (mailto:seraphim@secnewgate.co.uk)

  Clotilde Gros / George Esmond / Harry Handyside             +44 (0) 20 3757 6767

 

Further information on the Company can be found on its website at
https://investors.seraphim.vc/ (https://investors.seraphim.vc/) .

 

Important Notices

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by Retail Book Limited
("RetailBook") solely for the purposes of section 21(2)(b) of FSMA.

 

The Retail Offer is offered in the United Kingdom under an exemption from the
requirement to publish a prospectus contained in Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024 (the "POATR"). As such,
there is no need for publication of a prospectus pursuant to the FCA
Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook (the
"PRM"), or for approval of the same by the FCA. The Retail Offer is not being
made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this announcement and information
that has been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information Service in
accordance with the FCA Disclosure Guidance and Transparency Rules and UK MAR.

 

The Key Information Document relating to the C Shares is available to
investors at https://investors.seraphim.vc/ (https://investors.seraphim.vc/)
.

 

This announcement is not for publication or distribution in or into the United
States.  This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "US
Securities Act"), and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No offering of
securities is being made in the United States.

 

The C Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been, and will
not be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into Australia, Canada, Japan, New Zealand, the Republic of South Africa,
any member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for C Shares in Australia,
Canada, Japan, New Zealand, the Republic of South Africa, any member state of
the EEA or any other jurisdiction in which such offer or solicitation is or
may be unlawful. No public offer of the securities referred to herein is being
made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited is authorised and regulated in the United Kingdom by the
FCA (FRN 994238).

 

The value of C Shares and the income from them (if any) is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Retail Book expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings of
the Company for the current or future financial years would necessarily match
or exceed the historical published earnings of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The C Shares to be issued or sold pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

END

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